Exhibit 2.1


James M. LaGanke
JAMES M. LaGANKE, P.C.
2600 N. Central Avenue
Suite 1107
Phoenix, Arizona 85004
(602) 240-6681
State Bar No. 006913

Attorneys for Debtor

                      IN THE UNITED STATES BANKRUPTCY COURT
                           FOR THE DISTRICT OF ARIZONA

In re:                        )        In Proceedings Under Chapter 11
                              )
VISTA FINANCIAL SERVICES,     )
INC., an Arizona corporation  )        Case No. B 93-05704-PHX-GBN
                              )
                  Debtor.     )
                              )
Employer I.D. #86-0464104     )
                              )
------------------------------


                             PLAN OF REORGANIZATION

                                       OF

                              DEBTOR-IN-POSSESSION


                             DATED: FEBRUARY 4, 1994

                              FILED BY: THE DEBTOR
<PAGE>
                                TABLE OF CONTENTS

ARTICLE I......................................................................1

  DEFINITIONS..................................................................1

      1.1    Administrative Expenses...........................................1
      1.2    Allowed Claim or Allowed Interest.................................2
      1.3    Bankruptcy Code...................................................2
      1.4    Bar Date..........................................................2
      1.5    Chapter 11........................................................2
      1.6    Claim.............................................................2
      1.7    Claims of the Estate..............................................2
      1.8    Collateral Value..................................................2
      1.9    Confirmation......................................................3
      1.10   Confirmation Hearing..............................................3
      1.11   Confirmation Order................................................3
      1.12   The Corporation...................................................3
      1.13   Court.............................................................3
      1.14   Creditors.........................................................3
      1.15   Debtor............................................................3
      1.16   Effective Date....................................................3
      1.17   Equity Security Claims............................................3
      1.18   Equity Security Holders...........................................3
      1.19   Filing Date.......................................................3
      1.20   Final Order.......................................................3
      1.21   Insider...........................................................3
      1.22   Order Confirming Plan.............................................3
      1.23   Plan..............................................................4
      1.24   Priority Claims...................................................4
      1.25   Pro Rata..........................................................4
      1.26   Property of the Debtor............................................4
      1.27   Property or Properties............................................4
      1.28   Reorganized Debtor................................................4
      1.29   Secured Claims....................................................4
      1.30   Secured Creditors.................................................4
      1.31   Unsecured Tax Claims..............................................4
      1.32   Unsecured Claims..................................................4
      1.33   Unsecured Creditors...............................................4

  UNDEFINED TERMS..............................................................4

                                        i
<PAGE>
ARTICLE II.....................................................................5

  CERTAIN GENERAL TERMS AND CONDITIONS.........................................5

      2.1    Class of Claims and Payment.......................................5
      2.2    Modification of Plan..............................................5
      2.3    Preserved Liens...................................................5
      2.4    Securities Laws...................................................5
      2.5    Time for Filing of Claims.........................................5

ARTICLE III....................................................................6

  BACKGROUND...................................................................6

      3.1    Benefit...........................................................6
      3.2    Business..........................................................6
      3.3    Concept...........................................................6

ARTICLE IV.....................................................................6

  BASIS OF THE PLAN............................................................6

      4.1    Cash Payments.....................................................6
      4.2    Parties Bound.....................................................6
      4.3    No Liquidation....................................................6
      4.4    Survival..........................................................6

ARTICLE V......................................................................6

  CLASSIFICATION OF CLAIMS OF THE DEBTOR.......................................6

      5.1    Class 1 - Administrative Expenses.................................6

             A. Class 1(a).....................................................7

             B. Class 1(b).....................................................7

      5.2    Class 2 - Priority Wages..........................................7
      5.3    Class 3 - Taxes...................................................7
      5.4    Class 4 - Unsecured Creditors.....................................7

             A. Class 4(a) - Trade Creditors...................................7

             B. Class 4(b) - Noteholders.......................................7

             C. Class 4(c) Insiders............................................7

                                       ii
<PAGE>
             D. General Provisions Concerning Unsecured Claims.................7

                (1) Additional Charges.........................................7
                (2) Deficiency Claims..........................................7
                (3) Claims Arising From Rejection Of Executory Contracts
                    And Unexpired Leases.......................................7
                (4) Amount of Claims...........................................8
                (5) Impairment.................................................8
                (6) Fair and Equitable.........................................8
      5.5    Class 5 - Equity Security Holders.................................8

ARTICLE VI.....................................................................8

  DISTRIBUTION TO CREDITORS AND OTHER PARTIES IN INTEREST......................8

      6.1    Class 1(a) Claims.................................................8
      6.2    Class 1(b) Claims.................................................8
      6.3    Class 2 Claims....................................................8
      6.4    Class 3 Claims....................................................8
      6.5    Classes 4(a), 4(b) and 4(c) Claims................................8

             A. Class 4(a) - Trade Creditors...................................8

             B. Class 4(b) - Noteholders.......................................8

             C. Class 4(c) - Claims of Insiders................................8

      6.6    Equity Security Claims (Class 5)..................................9
      6.7    Surrender and Cancellation of Debt Instruments and Security.......9
      6.8    De Minims Distributions...........................................9

ARTICLE VII....................................................................9

  IMPAIRMENT OF CLAIMS.........................................................9

      7.1    Claims Impaired Under the Plan....................................9
      7.2    Treatment of Impaired Classes.....................................9

ARTICLE VIII...................................................................9

  SOURCE OF FUNDS..............................................................9

      8.1    Revenues..........................................................9

                                       iii
<PAGE>
ARTICLE IX....................................................................10

  COMPENSATION OF OFFICERS, DIRECTORS
    AND SHAREHOLDERS OF THE corporation.......................................10

      9.1    Officers of the Corporation......................................10

      9.2    Limitations on Compensation to Officers, Directors and
             Equity Share Holders and Dividends...............................10

ARTICLE X.....................................................................10

  DISBURSING AGENT............................................................10

      10.1   Duties of Disbursing Agent.......................................10
      10.2   Fees and Expenses................................................10
      10.3   Termination of Disbursing Agent's Duties.........................10

ARTICLE XI....................................................................10

  SATISFACTION OF CLAIMS......................................................10

      11.1   Satisfaction.....................................................10

ARTICLE XII...................................................................11

  UNEXPIRED LEASES AND EXECUTORY CONTRACTS....................................11

      12.1   Assumption.......................................................11
      12.2   Rejection........................................................11
      12.3   Cure of Defaults.................................................11
      12.4   Claims After Rejection...........................................11

ARTICLE XIII..................................................................11

  PRESERVATION OF BANKRUPTCY CAUSES OF ACTION.................................11

      13.1   Preservation.....................................................11

ARTICLE XIV...................................................................11

  GENERAL PROVISIONS..........................................................11

      14.1   No Additional Charges............................................11
      14.2   Remedies to Cure Defects.........................................11
      14.3   Discharge........................................................12
      14.4   Headings.........................................................12

                                       iv
<PAGE>
ARTICLE XV....................................................................12

  JURISDICTION OF THE COURT...................................................12

      15.1   Reinvestment of Title and Retention of Jurisdiction..............12

             A. The Classification of a Claim of any Creditor, the
                re-examination of any Claim which has been allowed
                for the purposes of voting and the determination
                of such objections as may be filed to any Claim...............12

             B. Disputed Claims; Objections to Claims.........................12

             C. Title to and Liens Against Assets.............................12

             D. Correction of Defects.........................................13

             E. Modification..................................................13

             F. Enforcement...................................................13

             G. Further Orders................................................13

             H. Conclusion....................................................13

                                        v
<PAGE>
James M. LaGanke
JAMES M. LaGANKE, P.C.
2600 N. Central Avenue
Suite 1107
Phoenix, Arizona 85004
(602) 240-6681
State Bar No. 006913

Attorneys for Debtor

                      IN THE UNITED STATES BANKRUPTCY COURT
                           FOR THE DISTRICT OF ARIZONA

In re:                        )        In Proceedings Under Chapter 11
                              )
VISTA FINANCIAL SERVICES,     )
INC., an Arizona corporation  )        Case No. B 93-05704-PHX-GBN
                              )
                  Debtor.     )
                              )
Employer I.D. #86-0464104     )
                              )
------------------------------

                             PLAN OF REORGANIZATION

DATED: February 4, 1994

FILED BY: The Debtor, Vista Financial Services, Inc., an Arizona Corporation

                                    ARTICLE I

                                 A. DEFINITIONS

     The  following  terms have the  following  meanings  (such  meanings  to be
equally  applicable to both the singular and plural forms of the terms  defined)
whenever used in the Plan.

     1.1 ADMINISTRATIVE  EXPENSES:  Claims and expenses of the type described in
Article V,  Section 5.1 of the Plan which are  allowed  and ordered  paid by the
Court pursuant to Section 503(b) of the Code, and which are entitled to priority
pursuant to Section 507(a)(1) of the Code, including, without limitation:

     (a) The actual and necessary  costs and expenses of preserving the Debtor's
estate and of operating  the  business of the Debtor  (other than such Claims or
portions  thereof which,  by their express terms,  are not due or payable on the
Effective Date);
<PAGE>
     (b) The  full  amount  of all  Claims  for  allowance  of  compensation  or
reimbursement of costs and expenses for legal,  accounting or other professional
services under Section 330 or Section  503(b) of the Code, or otherwise  allowed
by the Court;

     (c) All fees and charges assessed against the Debtor's estate under Chapter
123 of Title 28, United States Code; and

     (d) Expenses  incurred by the  Shareholders  in connection  with this case,
including expenses incurred in obtaining Confirmation of the Plan.

     1.2 ALLOWED CLAIM OR ALLOWED  INTEREST:  Allowed Claim or Allowed  Interest
means a Claim against or Equity Security Claim in the Debtor to the extent that:
(a) a proof of such Claim or interest  was (i) timely  filed;  (ii) deemed filed
pursuant  to  Section  1111 (a) of the Code;  or (b)(i)  which is not a disputed
Claim,  or (ii) which is allowed  (and only to the  extent  allowed)  by a Final
Order.

     1.3 BANKRUPTCY CODE:  Bankruptcy Code is the Bankruptcy  Reform Act of 1978
(the "Code"), sometimes referred to as the Bankruptcy code of 1978, as contained
in Title 11 U.S.C. Section 101 et seq., and all amendments thereto.

     1.4 BAR  DATE:  ________________________________________.  By  Order  dated
___________________,the Court established  _________________________as  the last
day for the  filing  of claims in these  proceedings.  Notice of that  Order was
given to all  Creditors and other  parties in interest in these  proceedings.  A
separate Bar Date may apply to Claims  arising out of the rejection of executory
contracts  and  unexpired  leases  specified  in Article  XIII of the Plan or to
deficiency  Claims  arising out of the  abandonment  of collateral to previously
Secured Creditors,  or arising out of orders granting relief from the provisions
of Section 362 of the Code.

     1.5 CHAPTER 11:  Chapter 11 of the  Bankruptcy  Code.  Reference to section
numbers are references to sections in the Bankruptcy Code, 11 U.S.C. Section 101
et seq.,  Public Law  95-598,  effective  October 1, 1979,  as  amended,  unless
otherwise specified.

     1.6  CLAIM:  A Claim  is a right  to  payment  from  the  Debtor,  which is
evidenced by a timely filed proof of claim or  application  for payment which is
allowed  by the  Court,  or if a proof  of  claim is not  filed,  a right  which
otherwise  appears  in the  applicable  schedules  of the  Debtor and (1) is not
listed as disputed,  contingent  or  unliquidated,  or (2) has been  resolved by
Final Order of the Court pursuant to the terms of the Plan.

     1.7 CLAIMS OF THE  ESTATE:  Claims of the  Estate  means all  asserted  and
unasserted Claims of the Debtor, existing prior to Confirmation, against anyone.

     1.8  COLLATERAL  VALUE:  Collateral  Value is the  fair  market  value,  at
Confirmation,  of any perfected  and valid  interest in collateral of the Debtor
securing any Claim, as agreed to by the Debtor and the affected Secured Creditor
or, in the event of disagreement, resolved by Final Order of the Court.

                                        2
<PAGE>
     1.9 CONFIRMATION:  Entry by the Court of an Order Confirming the Plan at or
after a hearing held pursuant to Section 1128 of the Code.

     1.10 CONFIRMATION HEARING: The hearing to be held by the Court to determine
whether or not the  Debtor's  Plan meets the  requirements  of Chapter 11 of the
Code and is entitled to Confirmation.

     1.11  CONFIRMATION  ORDER:  Confirmation  order means an order of the Court
confirming the Plan. The date the  Confirmation  order is entered on the clerk's
docket is the Confirmation Date.

     1.12  THE  CORPORATION:   Vista  Financial   Services,   Inc.,  an  Arizona
Corporation.

     1.13  COURT:  The United  States  Bankruptcy  Court,  District  of Arizona,
including the United States Bankruptcy Judge presiding in the Chapter 11 case of
the Debtor.

     1.14  CREDITORS:  Creditors are all Creditors of the Debtor holding allowed
Claims for debts, liabilities, demands or Claims of any character whatsoever, as
defined in Section 101(4) of the Bankruptcy Code.

     1.15  DEBTOR:  The Debtor is Vista  Financial  Services,  Inc.,  an Arizona
Corporation.

     1.16 EFFECTIVE  DATE: Ten (10) days after the Order  confirming the Plan is
executed by the Court.


     1.17 EQUITY SECURITY  CLAIMS:  All Claims based upon the ownership of stock
in the Debtor.

     1.18 EQUITY SECURITY HOLDERS: The holders of the stock of the Debtor.

     1.19 FILING  DATE:  JUNE 4, 1993,  the date of the filing of the Chapter 11
Petition in this case by Vista Financial Services, Inc., an Arizona corporation.

     1.20 FINAL ORDER: A Final Order is an Order of the Court which,  not having
been reversed, modified or amended, and not being stayed, and the time to appeal
from which or to seek review or certiorari or rehearing of which having expired,
and from which no such appeal,  review,  certiorari or rehearing is pending, has
become  conclusive  of all  matters  adjudicated  thereby  and in full force and
effect.

     1.21 INSIDER: Insider means (i) shareholder of the Debtor and (ii) relative
of a  shareholder  or person in  control  of the  Debtor,  pursuant  to  section
101(30)(c) of the Code.

     1.22 ORDER CONFIRMING  PLAN: The Final Order of the Court  determining that
the Plan meets the  requirements  of Chapter 11 of the Code and is  entitled  to
Confirmation.

                                        3
<PAGE>
     1.23 PLAN: The Plan of  Reorganization in its present form, or as it may be
amended, supplemented or modified.

     1.24 PRIORITY  CLAIMS:  Any Claim entitled to priority  pursuant to Section
507  (a) of the  Code,  other  than  an  Unsecured  Tax  Claim  or a  Claim  for
administrative Expenses.

     1.25 PRO RATA: The proportion that the amount of a Claim against the Debtor
in a particular  class bears to the  aggregate  amount of all Claims  (including
undetermined Claims until disallowed) in such class.

     1.26 PROPERTY OF THE DEBTOR: The Business,  including the personal property
of the Debtor.

     1.27  PROPERTY OR  PROPERTIES:  All property of the estate of the Debtor as
previously  or  hereafter  determined  by Final  Order  of a Court of  competent
jurisdiction  and/or as defined in Section 541 of the Code,  including,  but not
limited  to,  any and all  Claims or  causes  of  action in favor of the  Debtor
against third parties (except as otherwise provided herein).

     1.28 REORGANIZED DEBTOR: The Debtor and its successors and assigns.

     1.29 SECURED  CLAIMS:  Any Claims secured by property of the Debtor under a
duly  perfected  security  interest  or lien,  to the extent of the value of the
collateral (security), as determined in accordance with Section 506 of the Code.

     1.30 SECURED CREDITORS: All Creditors who hold a lien, security interest or
other  encumbrance  which has been  properly  perfected  as required by law with
respect to property owned by the Debtor.

     1.31  UNSECURED  TAX  CLAIMS:  Any  Unsecured  Claim for taxes  entitled to
priority pursuant to Section 507(a)(7) of the Code.

     1.32 UNSECURED CLAIMS:  All Creditors,  other than taxing entities,  having
Claims against the Debtor which are not secured Claims.

     1.33  UNSECURED  CREDITORS:  All Creditors of the Debtor holding Claims for
unsecured debts, unsecured liabilities, unsecured demands or Unsecured Claims of
any character whatsoever, except Claims entitled to priority pursuant to Section
507 of the Code and Claims of Equity Security Holders.

                               B. UNDEFINED TERMS

     A term used in the Plan and not defined herein, has the meaning ascribed to
such term in the Code or Rules.

                                        4
<PAGE>
                                   ARTICLE II

                      CERTAIN GENERAL TERMS AND CONDITIONS


     The following general terms and conditions apply to the Plan:

     2.1 CLASS OF CLAIMS AND PAYMENT:  Various  classes of Claims are defined in
the Plan.  The Plan is  intended  to deal with all claims  against the Debtor of
whatever character,  whether or not contingent or liquidated, and whether or not
allowed by the Court pursuant to Section 502(a) of the Code. However, only those
Claims  allowed  pursuant  to Section 502 (a) of the Code will  receive  payment
under the Plan.

     2.2  MODIFICATION OF PLAN: The Plan may be modified upon application of the
Debtor or  corrected  prior to  Confirmation,  without  notice or  hearing,  and
without an  additional  Disclosure  Statement,  pursuant to Section  1125 of the
Code,  provided that the Court finds that such  modification does not materially
or  adversely  affect any  Creditor or class of  Creditors  or other  parties in
interest.

     2.3 PRESERVED  LIENS:  To the extent  required under Section 1124(2) of the
Code,  to preserve  the rights of a Creditor  having a Secured  Claim dealt with
pursuant to that Section, the lien or encumbrance of that Creditor shall, to the
extent valid, be preserved.

     2.4  SECURITIES  LAWS: Any  satisfaction  provided to any Creditor or other
party in interest pursuant to the Plan which may be deemed to be a security,  is
exempt  from  registration  under  certain  state and  federal  securities  laws
pursuant to Section 1145 of the Code.  Absent  registration or another exemption
from the requirements of registration pursuant to the Securities Act of 1933, as
amended, and any applicable state securities law, the subsequent transfer of any
such securities is not so exempt.

     2.5  TIME FOR  FILING  OF  CLAIMS:  The  list of  Creditors  filed in these
proceedings  by the  Debtor  shall  constitute  the  filing  of a Claim  by each
Creditor  which is not listed as  disputed,  contingent  or  unliquidated  as to
amount,  but the Debtor  reserves the right to object to any such Claim where it
appears  that the amount  scheduled  by the Debtor is improper or where there is
some dispute with regard to that Claim.  All other  Creditors,  or Creditors who
disagree  with the amounts as scheduled by the Debtor must have filed a Claim by
_______________,  unless  a  separate  Bar Date  applies  for the  rejection  of
executory  contracts and unexpired  leases under, the Plan or where there exists
deficiency  claims  arising out of the  abandonment  of collateral to previously
Secured Creditors or as a result of the granting of an order for relief from the
provisions of Section 362 of the Code.

                                        5
<PAGE>
                                   ARTICLE III

                                   BACKGROUND

     3.1  BENEFIT:  The Plan is proposed in the belief that more will thereby be
realized  by  Creditors  than would be the case if the assets of the Debtor were
liquidated under Chapter 7 of the Code.

     3.2 BUSINESS: The Debtor is engaged in the business of owning and operating
a mortgage brokering business.

     3.3 CONCEPT:  The Plan is premised upon the revenues  accumulated  prior to
Confirmation of the Plan, and the revenues generated thereafter.

                                   ARTICLE IV

                                BASIS OF THE PLAN

     4.1 CASH PAYMENTS:  Beginning on the Effective Date, the Debtor shall, from
time to time, deliver to the Disbursing Agent sufficient cash for the benefit of
Creditors and other  parties in interest to satisfy the cash  payments  required
pursuant to the Plan.

     4.2  PARTIES  BOUND:  Upon  Confirmation  of  the  Plan,  the  Debtor,  all
Creditors,  all Equity  Security  Holders and other parties in interest shall be
bound by the  provisions of the Plan; all Property of the Debtor shall be vested
in the Reorganized  Debtor;  and all Property of the Debtor  (excluding the cash
sums to be paid) shall  thereafter be free and clear of all Claims and interests
of creditors,  Equity Security Holders and other parties in interest pursuant to
Section 1141 of the Code, unless otherwise provided herein.

     4.3 NO  LIQUIDATION:  The Plan does not provide for the  liquidation of the
property  of the estate,  but,  instead,  provides  for the payment of an amount
greater than the liquidation  value of such property through the distribution of
such value, in cash and notes, to all Creditors, all Equity Security Holders and
other parties in interest.

     4.4 SURVIVAL:  The Debtor shall survive  Confirmation  and the  Reorganized
Debtor shall  continue to engage in business.  The debts of the Debtor are being
discharged pursuant to Section 1141(d)(1)(A) of the Code.

                                    ARTICLE V

                     CLASSIFICATION OF CLAIMS OF THE DEBTOR


     5.1 CLASS 1 - ADMINISTRATIVE  EXPENSES:  Class 1 shall consist of the costs
and expenses of  administration  as defined in Section 503 of the Code for which
application  or  allowance is made,  or a Claim is filed prior to the  Effective
Date, as the same are allowed,  approved, and ordered paid by the Court. Class 1
shall be divided into two (2) classes as follows:

                                        6
<PAGE>
     A. CLASS 1(a) shall consist of all Claims  arising under Section 330 of the
Code.

     B.  CLASS  1(b)  shall   consist  of  all  other  costs  and   expenses  of
administration,  as the same  may be  allowed  and  ordered  paid by the  Court,
including,  but not  limited to, any court fees or court  reporter's  fees which
have not  been  paid,  the  cost of  reproduction  and  mailing  of the Plan and
Disclosure  Statement,  all fees and charges  assessed  against the Debtor under
Chapter 123 of Title 28, United  States  Trustee  Expenses,  Claims for expenses
advanced on behalf of the Debtor and any post-petition operating expenses of the
Debtor which are due and unpaid at Confirmation.

     5.2 CLASS 2 - PRIORITY  WAGES:  Class 2 shall consist of all wage Claims of
the Debtor which are entitled to priority under Section 507(a)(3) of the Code.

     5.3 CLASS 3 - TAXES:  Class 3 shall  consist of all Unsecured Tax Claims of
the Debtor which are entitled to priority under Section 507(a)(7) of the Code.

     5.4 CLASS 4 - UNSECURED  CREDITORS:  Class 4 shall consist of Claims of all
Creditors  and parties in interest  of the  Debtor,  excluding  those in Classes
1(a),  1(b), 2, 3, and 5, as the same are allowed and ordered paid by the Court.
Class 4 shall be divided into three (3) subclasses, which shall vote separately,
as follows:

     A.  CLASS  4(a) - TRADE  CREDITORS  This class  consists  of all  unsecured
creditors of the Debtor other than classes 4(b) and 4 (c).

     B. CLASS  4(b) -  NOTEHOLDERS  - Class 4(b) shall  consist of the claims of
creditors who purchased notes from the Debtor.

     C.  CLASS  4(c)  INSIDERS  - Class  4(c)  shall  consist  of all  claims of
shareholders, affiliates, and insiders.

     D. GENERAL  PROVISIONS  CONCERNING  UNSECURED CLAIMS: The following general
provisions  shall apply to all Unsecured  claims:

     (1) ADDITIONAL  CHARGES:  No interest,  penalty,  late charge or additional
charges  (such as  attorney's  fees)  shall be  allowed on any  Unsecured  Claim
subsequent to the Filing Date, unless specifically set forth herein.

     (2)  DEFICIENCY  CLAIMS:  Unsecured  Creditors  whose Claims arise out of a
deficiency  resulting from the abandonment of collateral to a previously Secured
Creditor or resulting from orders granting relief from the provisions of Section
362  of the  Code,  must  file  their  Claims  within  Thirty  (30)  days  after
Confirmation of the Plan. Unsecured Creditors whose Claims arise out of an order
issued  pursuant to Section 506 of the Code must file their  Claims on the later
of the Bar Date or Thirty (30) days after the entry of the Section 506 Order.

     (3) CLAIMS  ARISING FROM  REJECTION OF EXECUTORY  CONTRACTS  AND  UNEXPIRED
LEASES:  All Claims of  Creditors  arising  out of the  rejection  of  executory
contracts  and  unexpired  leases must file a Claim within Thirty (30) day after
Confirmation.

                                        7
<PAGE>
     (4) AMOUNT OF CLAIMS:  All references to Claims and amounts of Claims refer
to the  amount of the claim as allowed by the  Court.  The Debtor  reserves  the
right, both before and after Confirmation, to object to Claims so as to have the
Court determine the amount allowed to be paid under the Plan.

     (5) IMPAIRMENT: All Creditors except Classes 1(a), 1(b), 2, 3, and 4(a) are
impaired as that term is defined in Section 1124 of the Code.

     (6) FAIR AND EQUITABLE:  The Plan is fair and equitable with respect to all
classes of Unsecured Creditors.

     5.5 CLASS 5 - EQUITY SECURITY HOLDERS:  Class 6 shall consist of all Claims
of Equity Security Holders of the Debtor.

                                   ARTICLE VI

             DISTRIBUTION TO CREDITORS AND OTHER PARTIES IN INTEREST

     6.1  CLASS  1(a)  CLAIMS  shall be paid in full the  first day of the first
month following the Effective Date.

     6.2  CLASS  1(b)  CLAIMS  shall be paid in full the  first day of the first
month following the Effective Date.

     6.3 CLASS 2 CLAIMS  shall be paid in full the first day of the first  month
following the Effective Date.

     6.4 CLASS 3 CLAIMS The Debtor does not believe  there are any  creditors in
Class 3.

     6.5 CLASSES 4(a), 4(b) AND 4(c) CLAIMS:

     A.  CLASS 4(a) - TRADE  CREDITORS:  This class  consists  of all  Unsecured
Coeditors of the Debtor other than Classes 4(b) and 4(c).  The Debtor  estimates
there are four (4)  Creditors  in this  class who hold  Claims of  approximately
Twenty Thousand Dollars  ($20,000) which will be paid One Hundred Percent (100%)
of their allowed claims on the Effective Date of the Plan.

     B. CLASS 4(b) -  NOTEHOLDERS:  This class consists of the claims of certain
creditors who purchased Notes from the Debtor in 1989. The Debtor estimates that
there are Twelve (12)  creditors in this class who held claims of  approximately
One Hundred Nineteen  Thousand One Hundred  Sixty-Seven  Dollars  ($119,167.00).
This class  shall be paid Fifty  Percent  (50%) of their  allowed  claims on the
Effective  Date of the Plan,  with the balance paid in twelve (12) equal monthly
installments  commencing  thirty (30) days after the Effective Date. The balance
shall accrue interest at ten percent (10%) per annum.

     C.  CLASS  4(c) - CLAIMS OF  INSIDERS:  This  class  consists  of claims of
shareholders,  affiliates, and insiders of the Debtor. The Debtor estimates that
there  are two (2)  creditors  in this  class who hold  claims of  approximately
Twenty  Thousand  Dollars  ($20,000.00).  This  class  will be paid One  Hundred
Percent  (100%) of their allowed  claims;  however,  this class shall receive no
payment until all other creditors are paid in-full.

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<PAGE>
     6.6 EQUITY SECURITY CLAIMS (CLASS 5): The sole shareholder of the Debtor is
Century  Pacific  Corporation,  a public  company  whose  stock is traded on the
over-the-counter market.

     6.7 SURRENDER AND CANCELLATION OF DEBT INSTRUMENTS AND SECURITY:  No holder
of a promissory note, bond,  payment guaranty or other  transferable  instrument
(collectively "instruments") shall receive any distribution under the Plan until
such instrument has been  surrendered  to, or satisfactory  evidence of loss has
been  provided to the  Corporation.  Any holder of an  instrument  that fails to
surrender  such  instrument  or provide  satisfactory  evidence of loss thereof,
within twelve (12) months after the Effective  Date,  shall be deemed to have no
further Claim against or in the Debtor and shall receive no  distribution  under
the Plan and such  distribution  which  otherwise  would  have been made to such
holder will  thereafter  become the  unencumbered  property  of the  Reorganized
Debtor. A1 mortgages,  deeds of trust and other security  interests securing any
Claim shall be deemed to have been  relinquished and reconveyed to the Debtor as
of the Effective Date.

     6.8 DE  MINIMS  DISTRIBUTIONS:  Notwithstanding  anything  to the  contrary
herein,  no distributions of cash shall be made hereunder in an amount less than
Ten Dollars ($10).  All cash not  distributed  pursuant to this provision  shall
vest in the Reorganized Debtor free of any Claim.

                                   ARTICLE VII

                              IMPAIRMENT OF CLAIMS

     7.1 CLAIMS IMPAIRED UNDER THE PLAN: All Claims,  except classes 1(a), 1(b),
2, 3, and 4(a) are impaired  under the Plan,  as that term is defined in Section
1124 of the Code.

     7.2  TREATMENT  OF IMPAIRED  CLASSES:  All  impaired  classes of Claims and
classes of interest  shall receive the  distributions  set forth in this Plan on
account of, and in complete  satisfaction  of, all such Allowed  Claims (and any
interest accrued thereon) and Allowed Interest.  Without limiting the foregoing,
and effective on the  Effective  Date,  each  Creditor and each Equity  Security
Holder (or its successor) shall be deemed to have assigned to the Debtor and all
such parties shall be deemed to have waived,  relinquished  and released any and
all of their  rights and Claims  (other than as provided  for in the Plan or the
Confirmation order) against the Debtor.

                                  ARTICLE VIII

                                 SOURCE OF FUNDS

     8.1 REVENUES:  The source of funds for the  implementation  of the Plan are
the funds on hand, and the future income of the Debtor.

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<PAGE>
                                   ARTICLE IX

                       COMPENSATION OF OFFICERS, DIRECTORS
                         AND SHAREHOLDERS OF THE DEBTOR

     9.1 The  President  of the Debtor is Carlton V.  Phillips,  who receives an
annual salary of Thirty-Six-Thousand Dollars ($36,000.00). The Vice-President of
the Debtor is Gina M.  Phillips,  who  receives an annual  salary of  Thirty-One
Thousand Three Hundred Forty-Four Dollars ($31,344.00).

     9.2 LIMITATIONS ON COMPENSATION TO OFFICERS,  DIRECTORS AND EQUITY SECURITY
HOLDERS AND  DIVIDENDS:  During the life of the Plan,  no  officer,  director or
shareholder  will receive any increases in salary or other  compensation  except
for cost of living adjustments on an annual basis and except as set forth in the
Plan. The Debtor,  during the life of the Plan, will not declare any dividend on
its Common Stock.

                                    ARTICLE X

                                DISBURSING AGENT

     10.1 DUTIES OF  DISBURSING  AGENT:  The  Disbursing  Agent  shall  receive,
disburse and account to the Court,  the Creditors,  Equity Security  Holders and
other parties in interest for the cash  dividends,  and shall be responsible for
reviewing  and  approving all Claims (all disputes to be resolved by the Court),
keep  adequate  records  of  all  transactions,   receipts  and   disbursements,
communicating  with, and advising all  Creditors,  Equity  Security  Holders and
other parties in interest as needed,  and such other duties as may be consistent
with the responsibilities of a Disbursing Agent.

     10.2 FEES AND EXPENSES:  The Disbursing  Agent's fee for all services to be
rendered  pursuant  to this Plan shall be on an hourly  basis,  plus  reasonable
expenses, and shall be treated as a Class 1(a) Priority Claim.

     10.3  TERMINATION  OF  DISBURSING  AGENTS'  DUTIES:  The  entry of an order
terminating  and  concluding  the case shall  discharge  the  Disbursing  Agent.
Thereafter, the Debtor shall make all payments required under the Plan.

                                   ARTICLE XI

                             SATISFACTION OF CLAIMS

     11.1 SATISFACTION: All Creditors, Equity Security Holders and other parties
in interest who have or assert claims in any class shall,  upon  Confirmation of
the Plan, be deemed to have  acknowledged that their respective Claims are fully
satisfied by the  distribution  provided herein,  each of which Claims,  whether
known or  unknown,  scheduled  or  unscheduled,  filed or  unfiled,  asserted or
assertable,  is declared and shall be, for all  purposes,  upon the entry of the
Order confirming the Plan, satisfied in full.

                                       10
<PAGE>
                                  ARTICLE XII

                    UNEXPIRED LEASES AND EXECUTORY CONTRACTS

     12.1 ASSUMPTION:  All leases,  wherein the Debtor is the lessor, are hereby
assumed,  however,  the  assumption of such leases shall not act as a bar to the
assertion by the Debtor of a breach of any such lease by the lessee.

     12.2 REJECTION: All leases, wherein the Debtor is the lessee, and executory
contracts  of  the  Debtor,  except  as set  forth  in  Exhibits  "A"  and  "B",
respectively,   are  hereby  rejected,   provided   however,   that  the  Debtor
specifically  reserves  the right,  for a period of one hundred and twenty (120)
days following  Confirmation of the Plan, to assume any such rejected  executory
contract or unexpired  lease,  in which event the rejection shall be deemed null
and void and both the Debtor  and the other  contracting  party  shall be deemed
bound by the terms and provisions of the contract involved.  Any damages arising
from the rejection of an executory  contract or unexpired lease shall be treated
as a Class 4 (a) Claim.

     12.3 CURE OF DEFAULTS: Upon Confirmation,  the Court shall provide that any
contract affirmed  pursuant to this Article XIII or previously  assumed pursuant
to Section 365 of the Code, will be in force upon cure of any defaults requiring
cure under Section 365 of the Code.

     12.4 CLAIMS AFTER REJECTION:  Any Creditor who wishes to assert a Claim due
to the  rejection of any  executory  contract or unexpired  lease must file said
Claim with the Court within thirty (30) days after Confirmation.

                                  ARTICLE XIII

                   PRESERVATION OF BANKRUPTCY CAUSES OF ACTION

     13.1  PRESERVATION:  Any and all causes of action which the Debtor may have
or which  may  arise  under  any of the  provisions  of the Code or which may be
enforceable under any of the provisions of the Code or any other law or statute,
shall be preserved and this Court shall retain  jurisdiction  to dispose of such
causes of action.  All such  causes of action  shall  belong to the Debtors as a
part of the assets retained by them.

                                  ARTICLE XIV

                               GENERAL PROVISIONS

     14.1 NO ADDITIONAL  CHARGES:  Except as expressly stated in the Plan, or as
allowed by Court Order, no interest,  penalty, late charge or additional charges
(such as attorney's fees) shall be allowed on any Claim subsequent to the Filing
Date.

     14.2 REMEDIES TO CURE DEFECTS:  After  Confirmation,  the Debtors may, with
the approval of the Court,  and so long as it does not  materially  or adversely
affect the interest of  Creditors,  remedy any defect or omission,  or reconcile
any  inconsistencies  in the Plan, or in the Confirmation of the Plan, in such a
manner as may be necessary to carry out the purpose and the intent of the Plan.

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<PAGE>
     14.3  DISCHARGE:  Nothing  in the Plan  shall be deemed to waive,  limit or
restrict  in any way the  discharge  granted  upon  Confirmation  of the Plan in
Section  1141 of the Code.  Except as  otherwise  provided in the Plan or in the
Order  confirming  the Plan,  such  Confirmation  Order acts as of the Effective
Date, of any and all debts of the Debtor that arose at any time before the entry
of the Confirmation Order, including,  but not limited to, all principal and any
and all interest  accrued thereon,  pursuant to Section  1141(d)(1) of the Code.
The  discharge of the Debtor shall be effective as to each Claim,  regardless of
whether a proof of claim  thereof  was  filed,  whether  the Claim is an Allowed
Claim or whether the holder thereof votes to accept the Plan.

     14.4  HEADINGS:  Paragraph  headings have been inserted in the Plan for the
convenience of the reader.  Such headings shall not serve in any way to limit or
modify the provisions of the, paragraph.

                                   ARTICLE XV

                            JURISDICTION OF THE COURT

     15.1 REINVESTMENT OF TITLE AND RETENTION OF JURISDICTION:  On Confirmation,
the Debtor shall be reinvested with its assets, subject only to the terms of the
Plan and the liens of the Secured Creditors  described herein.  The Debtor shall
be entitled to manage its affairs,  subject to the limitations set forth herein,
without further order of the Court. Subject to such limitations,  the Court will
retain  jurisdiction  until  the Plan has been  fully  consummated  for  certain
purposes, including, but not limited to:

     A. THE CLASSIFICATION OF A CLAIM OF ANY CREDITOR, THE RE-EXAMINATION OF ANY
CLAIM WHICH HAS BEEN ALLOWED FOR THE PURPOSES OF VOTING AND THE DETERMINATION OF
SUCH  OBJECTIONS  AS MAY BE FILED TO ANY  CLAIM:  The  failure  by the Debtor to
object to or to  examine  any Claim for the  purposes  of  voting,  shall not be
deemed a waiver of the  Debtor's  right to object to or  reexamine  the Claim in
whole or in part. If a Creditor does not file a Claim in these proceedings,  the
Debtor may object to the amount scheduled as owing to that Creditor, in whole or
in part.  If any  objection  to a Claim is filed,  no payment  will be made with
respect to such Claim until a  determination  on such objection has been made by
the Court.

     B. DISPUTED CLAIMS; OBJECTIONS TO CLAIMS: Any party in interest may file an
objection  to any  claim  within  ninety  (90)  days  from the  Effective  Date.
Objections not filed within such time shall be deemed waived.

     If any Claim or any portion thereof is challenged by objection,  the Debtor
shall  segregate and set aside funds,  consistent  with the Plan,  sufficient to
satisfy the Claim as filed, or as scheduled by the Debtor.  When an objection to
a Claim has been resolved, distribution shall be made accordingly.

     C. TITLE TO AND LIENS AGAINST  ASSETS:  Determination  of all questions and
disputes  regarding  title  to  and  liens  on the  assets  of  the  Debtor  and
determination  of all causes of action,  controversies,  disputes  or  conflicts

                                       12
<PAGE>
whether  or not  subject to an action  pending  as of the date of  Confirmation,
between the Debtor and any other party, including, but not limited to, the right
of the Debtor to recover assets pursuant to the provisions of the Code.

     D.  CORRECTION  OF DEFECTS:  Correction  of any  defect,  the curing of any
omission  or the  reconciliation  of any  inconsistency  in the  Plan  or in the
Confirmation  as may be  necessary  to carry out the  purposes and intent of the
Plan.

     E. MODIFICATION:  After Confirmation,  the Debtor may, with the approval of
the  Court,  and so long as it does  not  materially  or  adversely  affect  the
interest  of  Creditors,  remedy  any  defect  or  omission,  or  reconcile  any
inconsistencies  in the Plan or in the  Confirmation  in such  manner  as may be
necessary to carry out the purposes and effect of the Plan.

     F.  ENFORCEMENT:  To enforce and interpret the terms and  conditions of the
Plan.

     G. FURTHER ORDERS: Entry of any order, including injunctions,  necessary to
enforce  the  title,  rights  and  powers  of  the  Debtor  and to  impose  such
limitations, restrictions, terms and conditions of such title, rights and powers
as the Court may deem necessary.

     H. CONCLUSION: Entry of an order concluding and terminating this case.

RESPECTFULLY SUBMITTED this 4th day of February, 1994.


                                        VISTA FINANCIAL SERVICES, INC.,
                                        an Arizona corporation


                                        By: /s/ CARLTON V. PHILLIPS
                                            ------------------------------------
                                            Carlton V. Phillips, its President

Attorneys for Debtor:

    JAMES M. LaGANKE, P.C.


By: /s/ JAMES M. LAGANKE
    ----------------------------------
    James M. LaGanke
    2600 North Central Avenue
    Suite 1107
    Phoenix, AZ  85004
    (602) 240-6681

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